ZORA PROPERTY DEVELOPMENT, INC.

Built around
the builders.

A private capital and execution platform for construction operators and accredited investors.

Proposed operating model · Builder Syndicate

How the syndicate works

A STRUCTURE FOR EACH PROJECT

  1. 01

    Accredited investors

    Commit capital. Review projects.
    Vote on new deals.

  2. 02

    Project LLC

    Direct investor membership.
    Project-specific capital and distributions.

  3. 03

    Property SPE

    Wholly owned by the Project LLC.
    Holds the property, debt, and contracts.

Managed by
Zora Property Development, Inc.

THE BUILDER SYNDICATE

Construction expertise.
Capital to put it to work.

Capable builders often see the next opportunity before they have the capital or capacity to take it on. The Builder Syndicate is designed around that gap.

The proposed model brings a closed group of accredited investors together with centralized sourcing, underwriting, and project execution. Zora Property Development, Inc. serves as Manager, coordinating the work from acquisition through construction and exit.

Each funded project has its own investor-facing Project LLC and a wholly owned Property SPE. Investors hold non-managing Class B interests in the projects they fund; the Manager holds the Class A managing interest. Investors do not acquire ownership in the management company.

FROM COMMITMENT TO COMPLETION

A defined process.
A project at a time.

The model pairs investor approval
with day-to-day execution by the Manager.

01

Establish the commitment

Following verification and formal documentation, each investor sets a maximum capital commitment. A separate entry deposit is held in escrow as security for funding obligations. Project capital calls begin only after activation.

02

Underwrite and vote

The Manager presents a Deal Package covering the property, construction scope, budget, comparables, financing, risks, and exit plan. Investors with available commitments vote on the proposed project.

03

Fund the approved project

Following approval and an accepted offer, investors fund their proportionate capital calls into segregated escrow. Funds move through the Project LLC to its Property SPE at closing.

04

Execute and account

The Manager oversees contractors, budgets, draws, and the exit. Investors receive monthly project updates and quarterly platform summaries. Profit and loss are calculated separately for every project.

A commitment carries a funding obligation.

Once a new deal is approved, investors with available commitments must fund their proportionate allocation—even if they voted against it, abstained, or recused themselves. There is no per-deal opt-out. Supplemental calls beyond an approved project budget follow a separate, voluntary process; declining one can dilute an investor’s ownership.

PROJECT ECONOMICS

Realized profit.
A defined split.

The proposed base structure.
No preferred return hurdle.

75%

Investors as a class

25%

Manager

Shares of realized Project Profit.
These percentages are not investment returns.

First, the project meets its obligations.

  1. Pay project debt, closing costs, liabilities, and required reserves.
  2. Return contributed capital pro rata, including any Manager co-investment.
  3. Split the remaining Project Profit: 75% to the investor class, allocated by funded capital, and 25% to the Manager.

If a project loses money, funded capital bears the loss pro rata and the Manager receives no profit share. Capital can be lost in full.

Compensation and project costs

The base model charges no fixed management, acquisition, financing, construction-management, or disposition fee. Direct project expenses remain payable. Zora REI, Inc.’s disclosed brokerage commissions are separate project expenses and are additional to the Manager’s profit share.

Reinvestment by default

Distributions replenish the investor’s available commitment by default, unless cash is elected with the required advance notice. Reinvestment operates through commitments; the platform does not hold undeployed investor cash. Reinvested capital remains exposed to subsequent project losses.

FOR BUILDERS & CONSTRUCTION OPERATORS

Bring experience.
Keep the process fair.

Builders can participate as accredited investors without being required to perform construction work.

When an investor’s contracting business seeks work on a project, investment participation and the contract award follow separate rules.

A clear choice on each project

An investor who votes on a project’s approval, and that investor’s affiliates, cannot bid on or provide goods or services to that project. A member who wants to preserve bidding eligibility must sit out that approval vote. The funding obligation still applies if the project is approved.

Documented, competitive bids

The model requires a structured bidding process for construction work above its stated per-trade threshold, with a common scope, itemized bids, and a sealed first round. Related-party work is subject to disclosure, pricing limits, and recusal rules; no member is guaranteed a contract.

UNDERSTAND THE STRUCTURE

Before the
first commitment.

Who is the platform intended for?+

Accredited investors, including qualified builders and construction operators, who can evaluate and meet the model’s capital commitments. The proposed offering framework is Rule 506(c), with accredited status verified before a sale. An inquiry through this website does not establish eligibility or admit anyone to the syndicate. Read the SEC’s Rule 506(c) overview.

How is a new project approved?+

New-deal voting power is based on available, uncalled commitments. Approval requires 60% of the voting power participating in the vote, with a minimum participation of one-third of the applicable voting power, subject to recusal rules. The Manager does not vote on new-deal approval. An approved deal binds investors with available commitments, including those who did not vote.

What is the entry deposit?+

A performance deposit held in segregated, interest-bearing escrow, separate from and additional to the investor’s commitment. It is not used to fund capital calls. Its return is conditional on the governing documents, including the end of the commitment or lawful withdrawal and final distributions from active projects. Funding default can result in forfeiture and other remedies.

How long is the commitment?+

The model provides an initial three-year operational commitment from activation, with optional one-year renewals. Declining to renew does not withdraw capital from active projects; that capital remains invested through their final distributions. Interests are illiquid and subject to transfer restrictions.

How are project debt and investor decisions handled?+

Debt sits with the property-owning SPE. Investors are not required to guarantee project debt. Cross-collateralization between projects requires Major Decision approval. Project votes and transfers remain subject to applicable lender consent rights, and entity separation does not eliminate investment risk.

What is Zora REI, Inc.’s role?+

Zora Property Development, Inc. is the proposed platform’s Manager. Zora REI, Inc. is the licensed real estate brokerage under common control and brokers the platform’s New York real estate transactions. Its commissions are disclosed as related-party project expenses, separate from the Manager’s profit participation.

START WITH AN INTRODUCTION

Let’s talk about
what you could build.

Interested in the operating model, bringing construction experience, or discussing a property? Tell us about your background and the conversation you’d like to have.

Discuss the Builder Syndicate

This is an overview of a proposed model, subject to final legal review and governing documents. It is not an offer to sell securities or a solicitation to buy them, and no commitments or funds are accepted here. Any offering would be made only through separately delivered formal offering documents. Participation involves significant risk, including illiquidity, funding obligations, conflicts of interest, and possible loss of all invested capital. No return is guaranteed.